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656955000 Public Utilities Commission of the City And NEW ISSUE - Book-Entry Only Ratings: S&P:"AA-" Moody's: "Aa2" (See "RATINGS.") In the opinion of Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel to the SFPUC ("Bond Counsel''), interest on the 2019 Series ABC Bonds is exempt from personal income taxes imposed by the State of California. Interest on the 2019 Series ABC Bonds is includable in the gross income of the owners of the 2019 Series ABC Bonds for federal income tax purposes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the 2019 Series ABC Bonds. See "TAX MATTERS" herein. $656,955,000 PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO San Francisco Water Revenue Bonds, 2019 Series ABC $622,580,000 $16,450,000 $17,925,000 2019 Sub-Series A Bonds 2019 Sub-Series B Bonds 2019 Sub-Series C Bonds (Refunding - Federally Taxable) (WSIP) (Refunding - Federally Taxable) (Refunding - Federally Taxable) (Green Bonds) (Hetch Hetchy) (Local Water Main) Climate Bond Certifi<>d Dated: Date of Delivery Due: November 1, as shown on inside front cover General. This cover page contains certain information for quick reference only. It is not intended to be a summary of the security or terms of the water revenue bonds captioned above. Potential investors are instructed to read the entire Official Statement, including the appendices hereto, to obtain information essential to making an informed investment decision. Authority for Issuance. The Public Utilities Commission of the City and County of San Francisco (the "SFPUC") is issuing the 2019 Series ABC Bonds in three Sub-Series, the San Francisco Water Revenue Bonds, 2019 Series ABC, 2019 Sub-Series A Bonds (Refunding- Federally Taxable) (WSIP) (Green Bonds) (the "2019 Sub-Series A Bonds"), the San Francisco Water Revenue Bonds, 2019 Series ABC, 2019 Sub-Series B Bonds (Refunding - Federally Taxable) (Retch Hetchy) (the "2019 Sub-Series B Bonds"), and the San Francisco Water Revenue Bonds, 2019 Series ABC, 2019 Sub-Series C Bonds (Refunding- Federally Taxable) (Local Water Main) (the "2019 Sub-Series C Bonds" and, together with the 2019 Sub-Series A Bonds and the 2019 Sub-Series B Bonds, the "2019 Series ABC Bonds"), pursuant to authority granted by the Charter of the City and County of San Francisco (the "City''). The 2019 Sub-Series A Bonds will be issued under a Thirty-Second Supplemental Indenture, dated as of December 1, 2019 (the "Thirty-Second Supplemental Indenture"), by and between the SFPUC and U.S. Bank National Association, as trustee (the "Trustee"). The 2019 Sub-Series B Bonds will be issued under a Thirty-Third Supplemental Indenture, dated as of December 1, 2019 (the "Thirty-Third Supplemental Indenture"), by and between the SFPUC and the Trustee. The 2019 Sub-Series C Bonds will be issued under a Thirty-Fourth Supplemental Indenture, dated as of December 1, 2019 (the "Thirty-Fourth Supplemental Indenture"), by and between the SFPUC and the Trustee. The Thirty-Second Supplemental Indenture, the Thirty-Third Supplemental Indenture and the Thirty-Fourth Supplemental Indenture supplement the Amended and Restated Indenture, dated as of August 1, 2002 (as supplemented and amended to date, the "Indenture"), by and between the SFPUC and the Trustee. See "SECURITY FOR THE BONDS." Plan ofRefunding. The 2019 Series ABC Bonds are being issued to (i) refund and defease all or a portion of certain outstanding water revenue bonds of the SFPUC, as applicable, and (ii)paythe costs of issuance of the 2019 Series ABC Bonds. See "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS." Denominations and Interest. The 2019 Series ABC Bonds will be available in denominations of $5,000 or any integral multiple thereof and will mature in the years and amounts and accrue interest from their date of delivery at the rates set forth on the inside cover page of this Official Statement. Interest on the 2019 Series ABC Bonds is payable semiannually on May 1 and November 1 of each year, commencing November 1, 2020. See "THE 2019 SERIES ABC BONDS." Book-Entry Only. The 2019 Series ABC Bonds will be issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York, and will be available to ultimate purchasers (the "Beneficial Owners") under the book-entry only system maintained by DTC. Beneficial Owners will not receive physical certificates representing their interests in the 2019 Series ABC Bonds. The principal of, premium, if any, and interest on the 2019 Series ABC Bonds are payable to DTC by the Trustee, and, so long as DTC is acting as securities depository for the 2019 Series ABC Bonds, disbursements of such payments to DTC Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC Participants. See "THE 2019 SERIES ABC BONDS." Redemption. The 2019 Series ABC Bonds are subject to redemption prior to maturity as described herein. See "THE 2019 SERIES ABC BONDS-Redemption." Security. Under the Indenture, the SFPUC has irrevocably pledged the Revenues of its Water Enterprise and all Refundable Credits (in the case of Bonds issued as Build America Bonds) received by the SFPUC to the punctual payment of principal of, premium, if any, and interest on the 2019 Series ABC Bonds and all outstanding parity revenue bonds, notes or other evidences of indebtedness authorized under the Indenture, subject to the allocation of funds provided in the Indenture. The 2019 Series ABC Bonds are payable on parity with certain Outstanding Bonds previously issued by the SFPUC under the Indenture and all outstanding parity revenue bonds, notes or other evidences of indebtedness authorized under the Indenture. No Bond Reserve Account will be established for the 2019 Series ABC Bonds. See "SECURITY FOR THE BONDS." Limited Obligation. The SFPUC is not obligated to pay the principal of, premium, if any, or interest on the 2019 Series ABC Bonds except from Revenues. The SFPUC has no taxing power. The General Fund of the City is not liable for the payment of the principal of, premium, if any, or interest on the 2019 Series ABC Bonds, and neither the credit nor the taxing power of the City is pledged to the payment of the principal of, premium, if any, or interest on the 2019 Series ABC Bonds. The 2019 Series ABC Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the City or of the SFPUC or any of its income or receipts, except Revenues. See "SECURITY FOR THE BONDS." MATURITY SCHEDULES (See inside cover) The 2019 Series ABC Bonds are offered when, as and if issued by the SFPUC and received by the Underwriters, subject to the approval of validity by Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel to the SFPUC, and to certain other conditions. Certain matters will be passed upon for the SFPUC and the City by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Disclosure Counsel, and by the City Attorney of the City and County of San Francisco. Backstrom McCarley Berry & Co., LLC, San Francisco, California, and Montague DeRose and Associates, LLC, Walnut Creek, California, Co-Municipal Advisors to the SFPUC, assisted in the structuring of this financing. Certain matters will be passed upon for the Underwriters by Kutak Rock LLP, Irvine, California. It is expected that the 2019 Series ABC Bonds in fully registered form will be available for delivery in book-entry form through the facilities of DTC, on or about January 9, 2020. Morgan Stanley Goldman Sachs & Co. LLC BofA Securities Citigroup J.P. Morgan The date of this Official Statement is December 12, 2019. MATURITY SCHEDULES 2019 Sub-Series A Bonds (Refunding- Federally Taxable) (WSIP) (Green Bonds) $109,345,000 Serial Bonds cusrpt Maturity Principal Interest Base Number (November 1) Amount Rate Price * 79765R 2020 $ 6,855,000 1.814% 100.00 4K2 2021 24,405,000 1.864 100.00 4LO 2022 3,495,000 1.949 100.00 4M8 2023 3,565,000 1.982 100.00 4N6 2024 3,640,000 2.082 100.00 4Pl 2025 3,720,000 2.261 100.00 4Q9 2026 3,805,000 2.371 100.00 4R7 2027 3,900,000 2.483 100.00 4S5 2028 4,000,000 2.533 100.00 4T3 2029 4,105,000 2.593 100.00 4UO 2030 4,215,000 2.703 100.00 4V8 2031 31,095,000 2.803 100.00 4W6 2032 4,055,000 2.953 100.00 4X4 2033 4,180,000 3.053 100.00 4Y2 2034 4,310,000 3.153 100.00 4Z9 $308,895,000 3.303% Term Bonds due November 1, 2039 Price* 100.00 cusrpt 79765R 5A3 $204,340,000 3.473% Term Bonds due November 1, 2043 Price* 100.00 cusrpt 79765R SB 1 2019 Sub-Series B Bonds (Refunding- Federally Taxable) (Hetch Hetchy) $5,015,000 3.153% Term Bonds due November 1, 2034 Price* 100.00 cusrpt 79765R 5C9 $11,435,000 3.523%TermBondsdueNovember 1,2041 Price* 100.00 CUSIPt79765R5D7 2019 Sub-Series C Bonds (Refunding- Federally Taxable) (Local Water Main) $5,470,000 3.153% Term Bonds due November 1, 2034 Price* 100.00 cusrpt 79765R 5E5 $12,455,000 3.523% Term Bonds due November 1, 2041 Price* 100.00 cusrpt 79765R 5F2 * Reoffering prices have been provided by the Underwriters. See "UNDERWRITING." t CUSIP is a registered trademark of the American Bankers Association.
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